U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                             FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
MARCH  31, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________


                  COMMISSION FILE NUMBER: 000-28083

                     THE MAJESTIC COMPANIES, LTD.
        Exact name of registrant as specified in its charter)

                 Nevada                                   88-0293171
(State or jurisdiction of incorporation                (I.R.S. Employer
               or organization)                        Identification No.)

8880 Rio San Diego Road, 8th Floor, San Diego, California     92108
  (Address of principal executive offices)                 (Zip Code)

             Registrant's telephone number:  (619) 209-6077

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days.  Yes    X       No          .

As of March 31, 2000, the Registrant had 31,974,070 shares
of common stock issued and outstanding.

                            TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                  PAGE

ITEM 1.  FINANCIAL STATEMENTS

         CONSOLIDATED BALANCE SHEET AS OF
         MARCH 31, 2000                                           3

         CONSOLIDATED  STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED MARCH
         31, 2000 AND MARCH 31, 1999                              4

         CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED MARCH 31, 2000
         AND MARCH 31, 1999                                       5

         NOTES TO FINANCIAL STATEMENTS                            6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                      9

PART II

ITEM 1.  LEGAL PROCEEDINGS                                       11

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS               11

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                         12

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     12

ITEM 5.  OTHER INFORMATION                                       12

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                        12

SIGNATURE                                                        13

PART I.

ITEM 1.  FINANCAL STATEMENTS.

                     THE MAJESTIC COMPANIES, LTD.
                 CONSOLIDATED BALANCE SHEET (Unaudited)

                                                      March 31, 2000
ASSETS
Current Assets:
Cash and Equivalents                                   $    28,110
Accounts Receivable                                         69,181
Deposits and Other Prepaid Expenses                        142,520
Inventory, at Cost                                         850,147
   Total Current Assets                                  1,089,958

Property and Equipment: At Cost-Net of
Depreciation                                               635,223

Other Assets:
Intangible Assets                                           71,143
Total Assets                                            $1,796,324

LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities:
Current Maturities of Long Term Debt                    $  209,205
Accounts Payable and Accrued Liabilities                 1,385,960
Customer Deposits                                          306,703

Total Current Liabilities                                1,901,867

Long Term Debt, Less Current Maturities                    615,091

Stockholders' Equity:
Convertible Preferred Stock, Par Value, $0.001
per share 2,000,000 shares authorized; none
issued                                                           0
Common Stock, Par Value $0.001 per Share:
50,000,000 shares authorized,
31,974,070 shares issued and
outstanding at March 31, 2000                               31,974
Additional Paid-In Capital                               7,267,625
Accumulated Deficit                                     (8,020,233)
Shareholders' Equity                                      (720,634)
Total Liabilities and Equity                            $1,796,324

See Accompanying Notes to Unaudited Financial Statement

                       THE MAJESTIC COMPANIES
           CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                         Three Months     Three Months
                                             Ended            Ended
                                        March 31, 2000  March 31, 1999

Net Sales                              $        63,241     $1,290,046
Cost of Goods Sold                              52,804      1,278,500
Gross Profit                                    10,437         11,546

Operating Expenses:
Research and Development                        23,530         42,325
Sales and Marketing                              1,931         19,885
General and Administrative                   1,132,934      1,159,062
Depreciation & Amortization                     14,931         17,475
Total Operating Costs                        1,173,326      1,238,747

Interest Expense                                22,769          3,450

Income Before Income Taxes                  (1,185,658)    (1,230,650)

Income Tax Expense                                   -              -

Net Income                                 $(1,185,658)   $(1,230,650)

Loss Per Common Share
(Basic and Diluted)                           $(0.04)         $(0.06)

Weighted Average Common                     29,201,848    20,117,735
Shares Outstanding

See Accompanying Notes to Unaudited Financial Statement

                    THE MAJESTIC COMPANIES, LTD.
           CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

                                          Three Months     Three Months
                                              Ended           Ended
                                          March 31, 2000   March 31, 1999

Cash Flows from Operating Activities
Net Loss for the Year                     $(1,185,658)     $(1,230,650)

Adjustments to Reconcile Net Earnings
(Loss) to Net Cash Provided By Operating
Activities:
Common Stock Issued in Connection with
Services Rendered                             739,600          275,000
Write Down in Value of Asset                        -                -
Depreciation and Amortization                  14,931           17,475

(Increase) Decrease in:
Accounts Receivables                                -          119,262
Prepaid Expenses and Other                    (87,871)           1,500

Inventory                                    (350,572)         907,302
Increase(Decrease) in:
Accounts Payable and Accrued
Expenses, net                                 186,906          173,800
Customers Deposits                             20,528         (800,526)
Net Cash (used) Provided by Operating
Activities                                   (662,136)        (536,837)

Cash Flows Used in Investing Activities:
Capital Expenditures, Net of Disposals         (8,044)        (206,284)
Net Cash Used in Investing Activities          (8,044)        (206,284)

Cash Flows Used in Financing Activities:
Proceeds from Sale of Common Stock, Net
of Costs                                            -          343,000
Proceeds from Loans                          1,614,820         286,680
Repayments of Loans, Net                      (921,500)        (12,866)
Net Cash, Provided (Used) in
Financing Activities                           693,320         616,814

Net (Decrease) Increase in Cash
and Equivalents                                 23,140        (126,307)

Cash and Equivalents at Beginning of Year        4,970         305,639

Cash and Equivalents at End of Year             28,110         179,332

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Paid During the Year for Interest          22,769               -
Common Stock Issued for Services               739,600         275,000
Common Stock Issued for Capital
Expenditures                                         -         201,756
Notes Incurred for Capital Assets Acquired           -               -

NONCASH FINANCING ACTIVITIES
Issuance of Common Stock In Exchange for Debt  863,000               -

See Accompanying Notes to Unaudited Financial Statement

                      THE MAJESTIC COMPANIES, LTD.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)

NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-QSB,
and therefore, do not include all the information necessary for a
fair presentation of financial position, results of operations
and cash flows in conformity with generally accepted accounting
principles.

In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included.  Operating results for the three
month period ended March 31,2000 are not necessarily indicative
of the results that may be expected for the year ended December
31, 2000. The unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated
financial statements and footnotes thereto included in the
Registrant's December 31, 1999 Annual Report on Form 10-KSB.

Basis of Presentation

The consolidated financial statements include the accounts of the
Registrant, and its wholly-owned subsidiaries, Majestic Modular
Buildings, Ltd., Majestic Financial, Ltd., and Majestic
Transportation, Ltd.  Significant intercompany transactions have
been eliminated in consolidation.

Segment Information

During 2000 and 1999, the Registrant operated in three reportable
segments: Majestic Modular, Majestic Financial and Majestic
Transportation. The Registrant's three reportable segments are
managed separately based on fundamental differences in their
operations.

Majestic Modular develops, manufactures and markets re-locatable
modular classrooms, offices, office buildings, telephone
equipment bunkers and modular structures. Majestic Modular's
customers are primarily in the State of California.

Majestic Financial originates and services modular building
leases. Majestic Financial's customers are primarily in the State
of California.

Majestic Transportation is developing and marketing a proprietary
passenger restraint system for the school bus industry.  While
Majestic Transportation is in the developmental stage and has not
reported sales from its inception, the Registrant believes its
products will be sold to customers throughout North America.

Segment operating income is total segment revenue reduced by
operating expenses identifiable with that business segment.
Corporate includes general corporate administrative costs.

The Registrant evaluates performance and allocates resources
based upon operating income.  The accounting policies of the
reportable segments are the same as those described in the
summary of accounting policies.  There are no inter-segment
sales.

                   THE MAJESTIC COMPANIES, LTD.
                         INDUSTRY SEGMENTS
                              (Unaudited)

                                       Three Months Ended
                                              31-Mar
Net Sales to ExternalCustomers       2000               1999

Modular Buildings                   $  53,056           $1,286,613

Leases                                 10,038                3,433

Transport                                   -                    -
All Other                                 148                  536

Total Sales to External Customers      63,241            1,290,582

Segment Operating Income

Modular Buildings                    (228,527)            (345,122)
Leases                                  5,282                1,450
Transport                             (46,419)             (67,325)
All Other                                   -                    -

Total Segment Operating Income       (269,664)            (410,997)

                                    2000                1999
                                    March 31            December 31

Segment Assets

Modular Buildings                  1,413,643            1,041,325
Leases                               217,453              222,531
Transport                             53,114               56,217
All Other                                  -                    -

Total Segment Assets               1,684,210            1,320,073

                                        Three Months Ended
                                              31-Mar
Operating Income                     2000                 1999

Total Segment Operating Income      (269,664)            (410,997)
Unallocated Corporate (Expense)     (915,994)            (573,416)

Total Consolidated Operating
Income                           $(1,185,658)            (984,413)

                                     2000                 1999
                                    31-Mar                31-Dec
Assets

Total Segment Assets                1,684,210             1,320,073

Corporate Assets Not Assigned to
Operating Units                       112,114                27,166

Total Consolidated Assets           1,796,324             1,347,239

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with the
Registrant's Consolidated Financial Statements and Notes thereto,
included elsewhere within this Form 10-QSB.

Description of Registrant.

The Registrant engages in the business of manufacturing, leasing
and selling modular structures such as classrooms, office
buildings, medical facilities and telecommunication equipment
shelters by its subsidiary, Majestic Modular Buildings, Ltd.,
and, the acquisition and lease of modular buildings by its
subsidiary, Majestic Financial, Ltd. Additionally, the Registrant
has developed and is in the process of marketing a school bus
safety restraint device known as the SAFE-T-BAR(R) through its
third subsidiary, Majestic Transportation Products, Ltd. A full
description of the Companies subsidiaries are in the Registrant's
1999 10 KSB.

Three Months Ended March 31, 2000 and 1999.

NET SALES.  Net sales for the three months ended March 31,
2000 were $63,241, a ninety-five percent decrease from $1,290,046
for the same period in 1999.  The modular division accounted for
$53,056 of the first quarter sales in 2000, and, for $1,286,613
in for the same period in 1999.  This decrease can be attributed
to the modular division's completion and recognition of $873,000
of Work-In-Progress in the first quarter of 1999.  At quarter end
March 31, 2000, the modular division had $766,107 in Work-In-
Progress.  Lease sales accounted for $10,038 as of March 31, 2000
compared to $3,433 for the same period in 1999.  This was a
result of the lease fleet acquired in the first quarter of 1999.

COST OF SALES.  Cost of sales decreased by ninety-six
percent to $52,804 through March 31, 2000 from $1,278,500 in the
same period 1999.  Once again, the decrease can be attributed
primarily to sales and cost recognition of $873,000 worth of
Work-In-Progress for the same period in 1999.  Cost of sales was
made up of the modular division operations that have been
improved by the acquisition of manufacturing equipment such as, a
panel roll-former and spray-booth.

RESEARCH AND DEVELOPMENT. Research and Development expenses
decreased to $23,250 through the period March 2000 from $43,325
in the same period 1999.  The decrease is the result of reduced
consulting fees related to ongoing development projects.

SELLING AND MARKETING.  Selling and marketing expenses
decreased ninety percent from $19,885, for the period ending
March 31, 1999, to $1,931, for the same period in 2000.  This is
a result of a reduction in corporate and modular selling and
marketing expenses, as well as, scheduling of transportation
selling and marketing activities after first quarter 2000.

GENERAL AND ADMINISTRATIVE.  General and Administrative
expenses decreased slightly from $1,159,062 for the period ending
March 31, 1999 to $1,132,934 for the same period in 2000.
General and Administrative expenses consisted largely of
corporate consulting fees of $663,000 paid in shares for the
period ending March 31, 2000.

OTHER EXPENSES.  Other expenses for depreciation decreased
from $17,475 for the period ending March 31, 1999 to $14,931 for
the same period ending March 31, 2000.  Interest expense
increased nearly seven-fold from $3,450 for the period ending
March 31, 1999 to $22,769 for the same period in 2000.  The
marked increase is reflective of the Registrant's acquisition of
debt financing in 1999 and 2000.

Liquidity And Capital Resources.

As of March 31, 2000, the Registrant had a working capital
deficit of $ 811,909 compared to a deficit of $ 1,457,573 at
December 31, 1999, an increase in working capital of $ 645,664.
The increase in working capital was due to the Registrant
reducing its reliance on short term borrowings to meet current
obligations during the first three months of 2000 as compared to
the same period in 1999 and an increase in Inventory and Work-In-
Progress.

As a result of the Registrant's operating losses during the three
months ended March 31, 2000 and 1999, the Registrant generated
cash flow deficits of $662,136 in 2000 as compared to a deficit
of $536,837 in 1999 from operating activities.  The Registrant
met its cash requirements during the first three months of 2000
through loan proceeds of $1,614,820 from private sources.

While the Registrant has raised capital to meet its working
capital and financing needs in the past, additional financing is
required in order to meet the Registrant's current and projected
cash flow deficits from operations.  The Registrant is seeking
financing in the form of equity in order to provide the necessary
working capital.  The Registrant currently has no commitments for
financing.  There are no assurances the Registrant will be
successful in raising the funds required.

The Registrant has issued shares of its Common Stock from time to
time in the past to satisfy certain obligations, and expects in
the future to also acquire certain services, satisfy indebtedness
and/or make acquisitions utilizing authorized shares of the
capital stock of the Registrant.

Capital Expenditures.

No material capital expenditures were made during the quarter
ended on March 31, 2000.

Year 2000 Issue.

The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year.  Date
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using the year
2000 date is processed.  In addition, similar problems may arise
in some systems which use certain dates in 1999 to represent
something other than a date.  The effects of the Year 2000 issue
may be experienced after January 1, 2000, and if not addressed,
the impact on operations and financial reporting may range from
minor errors to significant system failure which could affect the
Registrant's ability to conduct normal business operations. This
creates potential risk for all companies, even if their own
computer systems are Year 2000 compliant.  It is not possible to
be certain that all aspects of the Year 2000 issue affecting the
Registrant, including those related to the efforts of customers,
suppliers, or other third parties, will be fully resolved.

The Registrant currently believes that its systems are Year 2000
compliant in all material respects.  Although management is not
aware of any material operational issues or costs associated with
preparing its internal systems for the Year 2000, the Registrant
may experience serious unanticipated negative consequences  (such
as significant downtime for one or more of its suppliers) or
material costs caused by undetected errors or defects in the
technology used in its internal systems.  Furthermore, the
purchasing patterns of consumers may be affected by Year 2000
issues.  The Registrant does not currently have any information
about the Year 2000 status of its potential material suppliers.
The Registrant's Year 2000 plans are based on management's best
estimates.

Forward Looking Statements.

The foregoing Management's Discussion and Analysis contains
"forward looking statements" within the meaning of Rule 175 of
the Securities Act of 1933, as amended, and Rule 3b-6 of the
Securities Act of 1934, as amended, including statements
regarding, among other items, the Registrant's business
strategies, continued growth in the Registrant's markets,
projections, and anticipated trends in the Registrant's business
and the industry in which it operates.  The words "believe,"
"expect," "anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking statements.  These
forward-looking statements are based largely on the Registrant's
expectations and are subject to a number of risks and
uncertainties, certain of which are beyond the Registrant's
control.  The Registrant cautions that these statements are
further qualified by important factors that could cause actual
results to differ materially from those in the forward looking
statements, including, among others, the following: reduced or
lack of increase in demand for the Registrant's products,
competitive pricing pressures, changes in the market price of
ingredients used in the Registrant's products and the level of
expenses incurred in the Registrant's operations.  In light of
these risks and uncertainties, there can be no assurance that the
forward-looking information contained herein will in fact
transpire or prove to be accurate.  The Registrant disclaims any
intent or obligation to update "forward looking statements."

PART II.

ITEM 1.  LEGAL PROCEEDINGS.

The Registrant is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Registrant has been threatened.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Reports on Form 8-K.  No reports on Form 8-K were filed
during the three month period covered this Form 10-QSB.

(b)  Exhibits.  Exhibits included or incorporated by
reference herein: See Exhibit Index.

                             SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                              The Majestic Companies, Ltd.



Dated: May 12, 2000           By: /s/  Francis A. Zubrowski
                              Francis A. Zubrowski, President

                            EXHIBIT INDEX

Exhibit No.                         Description

2.1  Agreement and Plan of Merger between Skytex International,
     Inc., and The Majestic Companies, Ltd., dated October 8, 1998
    (incorporated by reference to Exhibit 8.1 to the Form 10-SB/A
     filed on February 8, 2000).

2.2  First Amendment to Agreement and Plan of Merger between
     Skytex International, Inc., and The Majestic Companies, Ltd.,
     dated December 10,1998 (incorporated by reference to Exhibit 8.2 to the
     Form 10-SB/A filed on February 8, 2000).

2.3  State of Delaware Certificate of Merger of Domestic Corporation and
     Foreign Corporation, dated December 16, 1998 (incorporated by
     reference to Exhibit 8.3 to the Form 10-SB/A filed on February 8,
     2000).

2.4  Articles of Merger of Domestic and Foreign Corporations into Skytex
     International, Inc., dated November 3, 1998 (incorporated by
     reference to Exhibit 8.4 to the Form 10-SB/A filed on February 8,
     2000).

3.1  Articles of Incorporation of , including all amendments
     thereto (incorporated by reference to Exhibit 2.1 to the Form 10-
     SB/A filed on February 8, 2000).

3.2  Amended and Restated Bylaws (incorporated by reference
     to Exhibit 2.2 to the Form 10-SB/A filed on February 8, 2000).

4    Warrants to purchase 100,000 shares of the Registrant,
     owned by Margaret C. Hubard expiring August 27, 2001 and executed
     on August 27, 1999 (incorporated by reference to Exhibit 6.16 to
     the Form 10-SB/A filed on February 8, 2000).
10.1 Office Lease between Majestic Motor Car Company, Ltd.
     and Mission Valley Business Center LLC, dated December 31, 1997
     (incorporated by reference to Exhibit 6.1 to the Form 10-SB/A
     filed on February 8, 2000).

10.2 Real Property Lease between Majestic Modular Buildings,
     Ltd. and Berberian Farms, dated May 1, 1998 (incorporated by
     reference to Exhibit 6.2 to the Form 10-SB/A filed on February 8,
     2000).

10.3 Equipment Lease between Majestic Modular Buildings,
     Ltd. and Saddleback Financial, dated August 10, 1999
    (incorporated by reference to Exhibit 6.3 to the Form 10-SB/A
     filed on February 8, 2000).

10.4 Lease/Purchase Agreement between the Registrant and A-Z
     Bus Sales, Inc., dated August 31, 1999 (incorporated by reference
     to Exhibit 6.4 to the Form 10-SB/A filed on February 8, 2000).

10.5 Employment Agreement between the Registrant and Francis
     A. Zubrowski, dated November 1, 1998 (incorporated by reference
     to Exhibit 6.5 to the Form 10-SB/A filed on February 8, 2000).

10.6 Assignment by Mei Wah Company, Inc. Note of $260,000 to
     Gail E.Bostwick, dated April 8, 1999 (incorporated by reference to
     Exhibit 6.6 to the Form 10-SB/A filed on February 8, 2000).

10.7 Security Agreement between the Registrant and Gail E.
     Bostwick, dated May 21, 1999 (incorporated by reference to
     Exhibit 6.7 to the Form 10-SB/A filed on February 8, 2000).

10.8 License Agreement dated April 22, 1998, between
     Majestic Modular Buildings, Ltd., Steven D. Rosenthal, and Cal-
     American Building Company, Inc., dated April 22, 1998
    (incorporated by reference to Exhibit 6.8 to the Form 10-SB/A
     filed on February 8, 2000).

10.9 Promissory Note payable to Margaret C. Hubard by the
     Registrant and Majestic Transportation Products, Ltd., dated
     August 27, 1999 (incorporated by reference to Exhibit 6.9 to the
     Form 10-SB/A filed on February 8, 2000).

10.10 Agreement for a Funding Source between Majestic Modular
      Buildings, Ltd. and Rick Griffey, dated May 21, 1999
      (incorporated by reference to Exhibit 6.11 to the Form 10-SB/A
      filed on February 8, 2000).

10.11 Patent License Agreement between Majestic Motor Car
      Company, Ltd. and Adrian P. Corbett, dated February 20, 1998
     (incorporated by reference to Exhibit 6.12 to the Form 10-SB/A
      filed on February 8, 2000).

10.12 Promissory Note payable from Skytex International, Inc.
      to Mei Wah Company, Inc., dated October 1, 1998 (incorporated by
      reference to Exhibit 6.13 to the Form 10-SB/A filed on February
      8, 2000).

10.13 Consulting Agreement between The Majestic Companies,
      Ltd. and Venture Consultants, LLC, dated May 28, 1999
     (incorporated by reference to Exhibit 6.14 to the Form 10-SB/A
      filed on February 8, 2000).

10.14 Investment Banking Services Agreement between the
      Registrant and NC Capital Markets, Inc. dated September 29, 1999
     (incorporated by reference to Exhibit 6.15 to the Form 10-SB/A
      filed on February 8, 2000).

10.15 Security Agreement between The Majestic Companies,
      Ltd., Majestic Transportation Products, Ltd., and Margaret C.
      Hubard, August 26, 1999 (incorporated by reference to Exhibit
      6.17 to the Form 10-SB/A filed on February 8, 2000)

10.16 Disbursement Agreement between The Majestic Companies,
      Ltd., Majestic Transportation Products, Ltd., and Margaret C.
      Hubard, dated August 26, 1999 (incorporated by reference to
      Exhibit 6.18 to the Form 10-SB/A filed on February 8, 2000).

10.17 Promissory Note between the Registrant and Francis A.
      Zubrowski, dated October 20, 1999 (incorporated by reference to
      Exhibit 6.19 to the Form 10-SB/A filed on February 8, 2000).

10.18 Consulting Services Agreement between the Registrant
      and Richard Nuthmann, dated  February 5, 2000 (see below).

10.19 Consulting Services Agreement between the Registrant
      and Robert Schuster, dated  February 8, 2000 (see below).

10.20 Consulting Services Agreement between the Registrant
      and Dominic Migliorini, dated February 15, 2000 (see below).

27    Financial Data Schedule (see below).